History and Corporate Profile
BR Properties S.A. (“BR Properties” or “Company”) is one of the main commercial real estate investment companies in Brazil. The Company is focused on acquiring, leasing, managing, developing and selling commercial properties, including office space, industrial warehouses and retail locations. BR Properties seeks to acquire strategically located commercial properties that have strong profitability and appreciation potential. The Company derives lease revenue though specialized, dynamic and proactive property management and adds value to its properties through improvements, expansion of leasable area, and occupation costs reduction.
BR Properties focus on tenant relationships, providing them with effective real estate solutions and anticipating market trends and client’s needs. The Company prefers to acquire commercial properties that are already generating lease revenue, carefully evaluating the credit information of the properties’ tenants. BR Properties continuously monitor the Brazilian commercial real estate market to anticipate trends and understand supply and demand in the various regions in which we are active, so that the Company can evaluate acquisition opportunities and realize gains from the sale of properties that have appreciated in value. Its business strategy includes sale-leaseback transactions, built-to-suit rentals, and development of commercial properties mainly for leasing as part of Company’s commercial property rental portfolio.
BR Properties has adopted an integrated and complete business model, with internal teams dedicated to each phase of Company’s operations, from acquisition opportunities identification, execution of rigorous tenant and property diligence, managing properties, and vacant spaces leasing, to the potential sale of properties. This model allows BR Properties to strengthen revenue generation while the property remains in its portfolio, results in low volatility and contributes to generating profits upon sale of the property after value appreciation. The Company’s operational structure includes all the areas of expertise in the commercial property business. BR Properties seeks to develop self-sufficient financing arrangements for its investments and, where possible, full amortization occurs over the period of the lease and is covered by lease revenues. Additionally the Company controls the majority of the assets its portfolio. In its development projects, BR Properties always try to hold a share in the project that is at least equal to that of its other partners.
BR Properties believes the Brazilian commercial property sector presents significant potential for growth and consolidation, with potential appreciation of property values in the medium term. The Company believes the diversity, experience and credibility of its management and principal shareholders, together with a proactive, agile and dedicated business approach focused on the acquisition of assets, contribute to the success of its business. Its experience and competence allow BR Properties to anticipate trends in the market and adjust its portfolio in order to meet the various demands of prospective tenants.
We were founded on May 26, 2004 under the name Itarema Participações S.A., as the result of a partial spin-off from the holding company Cabinda Participações S.A. On January 4, 2006, we became a publicly held company registered with the CVM. On December 11, 2006, at an extraordinary shareholders’ meeting, the partial spin-off of Itarema Participações S.A. assets was approved, transferring portions of its assets to four new companies, each with the same business purpose as Itarema Participações S.A. The spin-off sought to segment Itarema Participações S.A.’s investments to improve operational efficiency of each segment without interrupting their activities. At an extraordinary shareholders’ meeting held on December 22, 2006, among other things, the following resolutions were approved: changes to our business purposes, change of our corporate name to BR Properties S.A. and admission of new shareholders. We began our operations in April 2007.
On March 4, 2010, we completed our initial public offering of common shares. This offering involved a primary and secondary distribution of a total of 71,876,000 common shares, including: (1) 57,500,000 common shares in the primary offering; and (2) 14,376,000 common shares in the secondary offering.
On September 30, 2010, our board of directors authorized the issuance of perpetual notes, which were issued on October 7, 2010, in the aggregate principal of U.S.$200.0 million, with no maturity date. We have the option to redeem the notes after October 7, 2015. The perpetual notes are listed and admitted for trading on the Euro MTF Market of the Luxembourg Stock Exchange. Interest on the notes accrue at a rate of 9.00% per year and it is paid quarterly on January, April, July and October of each year. On January 19, 2011, we issued additional perpetual notes with the same terms and conditions as our other perpetual notes, in the total amount of U.S.$85.0 million.
The net proceeds from the sale of the notes were used for the development of our businesses, such as the acquisition of commercial properties, directly or through the acquisition of companies that own properties, and for the development of commercial real estate and the renovation and refurbishment of our portfolio of properties, and for working capital purposes.
On january 19, 2011, the Company concluded an additional perpetual bond issuance in the amount of US$ 85.0 million, offered to qualified institutional investors. Like the previous issuance, the perpetual bond has a call option at par after the 5th year, and will pay 9% interest per year, paid quarterly.
On june, 2011, we re-tapped the global equity markets, in order to fuel the continued expansion of our portfolio through acquisitions. We have issued 35.0 million new shares, raising R$586.0 million in net proceeds for the Company. Subsequently, another 5.3 million shares were placed through the exercise of the Greenshoe option, raising another R$88.0 million in net proceeds. The new resources raised in the offering will be dedicated exclusively to the acquisition of new properties, thus consolidating BR Properties’ position as one of the largest commercial property investment companies in Brazil.
On September 14, 2011, Following our growth strategy, we signed a memorandum of understanding related to the incorporation of BTG/WTORRE Properties through the issuance of new BR Properties shares. In the transaction, BR Properties acquired a portfolio of class A and triple A properties, distributed in the office, industrial and distribution warehouse, and retail segments, with a diversified geographic presence in the foremost commercial real estate markets in the country. The portfolio holds approximately 750 thousand square meters of GLA, which, when added to BR Properties’ portfolio, totaled over 2.1 million m² of leasable area, and a portfolio value of over R$10 billion.
On march 29, 2012, BR Properties completed the merger with One Properties, consolidating itself as one of the largest commercial real estate companies in the country with a portfolio exceeding $11 billion in market value and approximately 2 million square meters of gross leasable area. With the newly acquired properties, BR Properties considerably increases the quality of its portfolio, since much of the former One Properties portfolio consisted of properties considered “Triple AAA”, the highest standard of commercial properties. In addition, the combined portfolio now spans all five regions of the country, distributed among 14 states, and has a diversified tenant base, composed mostly of large multinational companies with excellent credit quality.
On April 30th, 2012, the acquisition of a controlling stake of Ed. Ventura – East Tower was executed for the amount of R$746.3 million, the largest single building acquisition by the Company. With the acquisition, BR Properties strengthens its presence in Rio de Janeiro’s triple A office market, by holding 217 thousand sqm of GLA (Ventura – East and West Tower, Manchete, CES Petrobrás, Sylvio Fraga and Bolsa do RJ).
On July, 2012, BR Properties concluded its first issuance of non-convertible local debentures, raising R$600.0 million in two tranches: R$369.0 million at CDI + 1.08% p.a. maturing in five years and R$231.0 million at IPCA + 5.85% p.a. maturing in seven years.
On November 23rd, 2012, the Company acquired the CD Anhanguera distribution center for R$105.0 million, at an 11.2% cap rate. On the same date, the Company signed a 10-year lease agreement, compounding an area of 45,242 sqm.
On December, 2012, BR Properties concluded its second issuance of non-convertible unsecured local debentures, raising R$500.0 million in a single tranche at CDI + 0.64% p.a. maturing in two years.
In March 2013, BR Properties finalized its second issuance of commercial papers, raising R$260.0 million in a single tranche at CDI + 0.80% p.a. maturing in 180 days.
In May 2013, after the most recent index rebalancing concluded by BM&F Bovespa, the Company has been included in the IBOVESPA equity index. BRPR3’s initial weight is 0.69%.
In May 2013, the company concluded its third issuance of non-convertible unsecured local debentures, raising R$450.0 million in a single tranche at CDI + 0.80% p.a. maturing in three years, and fully amortized at the end of the period.
In the third quarter of 2013, the Company completed three asset sales: Pateo Bandeirates Building was sold for R$442.0 million; Plaza Centenário Building was sold for R$13.7 million; and Galpão (warehouse) Sorocaba was sold for R$26.4 million. BR Properties has sold its entire stake in the 3 properties.
In November 2013, the Company executed an agreement with WTGoodman for the sale of 100% of its existing industrial/logistics portfolio. According to the agreement, WTGoodman will pay to BR Properties the amount of R$3,180.0 million, subject to certain adjustments established in the agreement. The effectiveness of the acquisition of the real estate assets provided for in the agreement is subject, among other conditions, to the applicable contractual approvals, to the negotiation of the definitive agreements and to the satisfactory conclusion of the due diligence to be carried out by WTGoodman.
In March 2014, the Company executed a Share and Real Estate Purchase and Sale Agreement with GLP for the sale of 100% of its existing industrial/logistics portfolio. According to the agreement, GLP will pay BR Properties the amount of R$3,180.0 million, subject to certain adjustments set forth in the agreement. The consummation of the transaction, as provided for in the agreement, is still subject to the approval of the antitrust authorities.
In March 28th 2014, the Company acquired the Gaia Ar – Tucano warehouse for R$60.5 million, which includes the amount of CAPEX yet to be disbursed on the project. Its delivery is expected for July 2014.
In April 2014, the Company signed a Real Estate Purchase and Sale Agreement with Schattdecor do Brasil for the sale of the Galpão Industrial Paraná warehouse, amounting to R$20.5 million.
In the second quarter of 2014, the Company finalized the 1st tranche of the sale of its industrial portfolio to GLP for the amount of R$2,345.1 million – equivalent to 73.7% of its total industrial portfolio.
In May 2014, the Company distributed R$160.0 million – R$0.54/share – of ordinary dividends to its shareholders, representing a dividend yield of 3.0%.
In addition, upon receipt of cash from the sale of its industrial portfolio to GLP, the Company paid out in June an extraordinary dividend of R$1,636.5 billion – R$5.50/share – representing a dividend yield of 29.2%.
In September 1st 2014, BR Properties signed with Johnson & Johnson do Brasil a lease agreement for the occupancy of 5 floors of JK Complex Tower B, to be delivered in 4Q14. The lease has a term of 5 years and involves an area of 24,972 sqm or 85% of the building.
In September 2nd 2014, the Company finalized the 2nd tranche of the sale of its industrial portfolio to GLP for the amount of R$92.1 million, representing a GLA of 31,155 sqm. The remaining assets that account for 361,793 sqm – including the recently-delivered Gaia Ar Tucano warehouse – will be kept in the Company’s portfolio.
In September 8th 2014, the Company finalized the sale of Comercial Progressivo II Real Estate Investment Fund to Capital Brasileiro de Empreendimentos Imobiliários Ltda. for the amount of R$606.7 million. The Fund is comprised of 98,714 sqm of retail stores and 13,789 sqm of office space.
In April 2015, as part of its recycling strategy, the Company concluded the sale Ed. Raja Hills for R$36.0 million, a “B” Building located in Belo Horizonte, MG.
In August 2015, the Company entered into a Contract of Purchase and Sale of Assets and Equity Holdings with Blackstone aiming to sell 10 real estate assets for the total amount of R$1,065.3 million.
In August 2015, the Company entered into a Contract of Purchase and Sale of Assets and Equity Holdings with Brookfield aiming to sell 5 real estate assets for the total amount of R$2,079.0 million.
In December 2015, the Company concluded the sale of 7 real estate properties to Blackstone, for the total amount of R$849.7 million.
In December 2015, the Company concluded the sale of 4 real estate assets to Brookfield representing a gross amount of R$1,949.0 million.
On December 11th 2015, the Company received a letter of intent to conduct a voluntary tender offer to acquire control of the Company, to be held by GP Real Properties II C, LLC, a subsidiary of GP Investments, Ltd. (“GP Real Properties”).
On December 15th 2015, the Company distributed to its‘ shareholders R$599.4 million – R$2.01 per share – in extraordinary dividends, representing a dividend yield of 19.3%.
In January 2016, the Company concluded the sale of 3 real estate assets to a Blackstone and Brookfield for a gross amount of R$252.0 million.
In February 2016, the Company tendered USD100.0 million of its outstanding perpetual notes, with a discount of approximately 15%. The amount of cash spent in the transaction totaled R$335.2 million.
On May 11th 2016, GP Real Properties II C, acquired 172,407,104 common shares of BR Properties. Thus, GP Real Properties became the owner of 208,759,904 common shares, representing 70% of the Company‘s share capital.
In July 2016, the Company concluded the sale of “Galpão DF” to Blackstone for the gross amount of R$96.3 million.
On December 15th 2016, BR Properties concluded the acquisition of Ed. Passeio Corporate in the city of Rio de Janeiro, with gross leasable area of 81,423 m², for the amount of R$715.0 million.
In January 2017, the Company concluded the sale of “Galpão SBC” to GLP for the total amount of R$240.2 million.
On July 5th, 2017, the Company concluded the public offering of primary distribution with restricted placement efforts, pursuant to CVM Instruction 476. Through the issuance of 108,906,849 new common shares with the price per share of R$8.75, BR Properties raised R$952.9 million.
On July 14th, 2017, the Company concluded the acquisition of “Condomínio Centenário Plaza”, located in the city of São Paulo. The Complex was acquired for R$439.6 million, has a leasable area of 53,892 m² and it is composed by two properties.
On July 17th, 2017, BR Properties concluded the acquisition of “Galpão Imbuia”, located in the city of Jarinu, with leasable area of 22,986 m² and for a total amount of R$49.4 million.
On September 15th, 2017, BR Properties entered into a Deed of Purchase and Sale of Real Estate (“CCV”) aiming the acquisition of the Logistic/Industrial Warehouse denominated “Galpão Araucária”, located in the city of Jarinú, State of São Paulo, with Gross Leasable Area (GLA) of 14,338 sqm for the total amount of R$32.0 million.
On September 27th, 2017, the Company executed the extraordinary amortization (“Anticipated Redemption”) of R$565.9 million related to its 6th Debenture issuance, whose cost was 107% of CDI.
On October 10th, 2017, BR Properties concluded the sale of “Henrique Schaumann” building for the total net amount of R$84.0 million.